LEASE ASSIGNMENT AND ASSUMPTION

Exhibit 10.12

STATE OF FLORIDA
COUNTY OF HILLSBOROUGH

LEASE ASSIGNMENT AND ASSUMPTION

     This Lease Assignment and Assumption (the “Assignment”), is made and entered into as of this 28 ^th day of August, 2006, by and between RX DEVELOPMENT RESOURCES, LLC, a Florida limited liability company (“Assignor”) and S1R1ON THERAPEUTICS, INC., a Florida corporation (“Assignee”).

W I T N E S S E T H

      WHEREAS, Assignor has entered into a commercial lease (the “Lease”) by and between LIBERTY PROPERTY LIMITED PARTNERSHIP, a Pennsylvania limited partnership and Assignor, dated May 24, 2004, and as subsequently amended, which document is attached hereto as Exhibit “A” and made a part hereof, for 16,000 square feet of office space located at 3110 Cherry Palm Drive, Suites 340-350, Tampa, Florida 33619;

      WHEREAS, Assignor desires to assign its rights